Terms of Use (Terms of Service)

Material Invoice Tracker

Effective Date: 10/17/26
Last Updated: 10/17/26

These Terms of Use (these "Terms") are a binding legal agreement between Tijorn, a [STATE] limited liability company ("Company," "we," "us," or "our"), and the business entity that subscribes to or uses Material Invoice Tracker ("Customer" or "you"). These Terms govern access to and use of the Service (defined below) by Customer and by every Authorized User.

PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE AUTOMATIC-RENEWAL TERMS (SECTION 4), DISCLAIMERS OF WARRANTIES (SECTION 13), A LIMITATION OF LIABILITY (SECTION 14), AND A CHOICE OF CALIFORNIA LAW AND SAN DIEGO COUNTY COURTS (SECTION 16).

1. Acceptance of These Terms

1.1 Agreement. By signing an Order, completing an online checkout, clicking to accept these Terms, or accessing or using the Service, Customer agrees to these Terms. If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, and "Customer" and "you" refer to that entity. If you do not have that authority, or if you do not agree to these Terms, you must not accept them and must not use the Service.

1.2 Authorized Users. Each Authorized User who signs in to the Service agrees to use the Service only on behalf of the Customer that granted access, and to comply with Sections 3, 6, 7, 8, and 9 of these Terms and with our Privacy Policy. Customer is responsible for each Authorized User's compliance with these Terms.

1.3 Business use only. The Service is offered only to businesses and professionals for business purposes. It is not offered to consumers for personal, family, or household purposes. You represent that you are using the Service for business purposes and that each Authorized User is at least 18 years old.

1.4 Related documents. The following documents are incorporated into these Terms by reference: our Privacy Policy, our Disclaimer and Limitation of Liability Notice (the "Disclaimer"), our Legal Notices, and any Order. If there is a conflict, the following order of precedence applies: (a) an Order, but only for the specific commercial terms it states (such as fees, seats, and term), and only if it expressly refers to the conflicting section of these Terms; (b) these Terms; (c) the Disclaimer; (d) the Privacy Policy; and (e) the Legal Notices.

2. Definitions

In these Terms, the following words have the following meanings:

• "AI Features" means the features of the Service that use artificial intelligence or machine learning, including automatic reading of Uploaded Documents and suggested matching of line items to materials.
• "AI Output" means any information produced by the AI Features, including extracted vendor names, invoice numbers, dates, PO and MR numbers, totals, line items, quantities, prices, categories, material matches, and confidence scores.
• "Authorized User" means an individual employee, contractor, or agent of Customer whom Customer (or we, at Customer's request) authorizes to access the Service under Customer's Company Account, such as an administrator, office user, general foreman, foreman, or field user.
• "Company Account" means the workspace in the Service established for Customer.
• "Customer Data" means all data, information, and files submitted to the Service by or on behalf of Customer or its Authorized Users, including Uploaded Documents, job information, vendor information, material request information imported from Third-Party Services, and the AI Output and other records the Service generates from that information. Customer Data does not include Usage Data.
• "Documentation" means the in-app Help content and other user guides we make available for the Service.
• "Effective Date" means the date shown at the top of these Terms.
• "Fees" means the subscription fees and other charges for the Service described in Section 4.
• "Order" means an order form, online checkout, quote, invoice, or other ordering document that we accept and that identifies the subscription Customer purchases, including the number of Seats and the Fees.
• "Seat" means a subscription right that allows one Authorized User to hold an active membership in the Company Account.
• "Service" means the Material Invoice Tracker web-based application available at https://matinvo.com and any successor or related domain, including its installable web app, features, AI Features, integrations, Documentation, and updates, but excluding Third-Party Services.
• "Subscription Term" means the period during which Customer has a paid (or, if we agree, trial or pilot) subscription to the Service, including all renewals.
• "Third-Party Services" means products, services, and websites not provided by us, such as Google Drive and Google Sheets, that Customer chooses to use with the Service.
• "Uploaded Documents" means photos, scans, PDF files, and other files that are uploaded to the Service, such as vendor invoices, material requests, and pick tickets.
• "Usage Data" means technical and statistical information about the operation and use of the Service (for example, request logs, performance data, and feature usage counts), including in aggregated or de-identified form, that does not identify Customer or any individual.

3. Accounts and Access

3.1 Company Account setup. We create Company Accounts for our Customers; the Service does not currently offer public self sign-up. Customer must provide accurate and complete company and contact information and keep it up to date.

3.2 Administrators and Authorized Users. Customer's administrators may invite Authorized Users, assign roles, permissions, and job assignments, reset passwords, lock accounts, and remove Authorized Users, all within the number of Seats Customer has purchased. Customer is responsible for deciding who may access the Service and what each Authorized User may do, and for promptly removing access for any person who is no longer authorized (for example, when an employee leaves).

3.3 Credentials. Each Authorized User must have their own login. Login credentials may not be shared. Temporary passwords issued at invitation or reset must be changed after first sign-in. Customer and its Authorized Users are responsible for keeping credentials confidential and for all activity that occurs under their accounts. Customer must notify us promptly at support@tijorn.com if it becomes aware of any unauthorized access to or use of the Service or any account.

3.4 Responsibility for Authorized Users. Customer is responsible for the acts and omissions of its Authorized Users and of anyone who accesses the Service using their credentials, as if they were Customer's own acts and omissions.

3.5 Access by our personnel. Customer authorizes our personnel to access the Company Account as reasonably necessary to set up and configure the Company Account, provide support, investigate problems or security issues, process billing, enforce these Terms, and comply with law, as further described in our Privacy Policy.

4. Subscriptions, Fees, and Automatic Renewal

4.1 Subscriptions and pricing. The Service is offered on a subscription basis. The Fees, the number of Seats, and the billing frequency are those stated in Customer's Order or, if there is no Order, on our then-current pricing page or checkout screen at the time of purchase. Unless the Order states otherwise, Fees are charged per Company Account per month, plus a per-Seat charge for each Seat, and are stated in U.S. dollars.

4.2 AUTOMATIC RENEWAL. UNLESS AN ORDER STATES OTHERWISE, EACH SUBSCRIPTION IS A MONTHLY SUBSCRIPTION THAT RENEWS AUTOMATICALLY AT THE END OF EACH MONTHLY BILLING PERIOD FOR ANOTHER ONE-MONTH PERIOD, AND CUSTOMER WILL BE CHARGED THE THEN-CURRENT FEES FOR THE COMPANY ACCOUNT AND ALL SEATS, PLUS APPLICABLE TAXES, USING THE PAYMENT METHOD ON FILE, UNTIL CUSTOMER CANCELS. We will obtain Customer's express agreement to these automatic-renewal terms before the first charge, and we will send Customer an acknowledgment of the subscription terms, the cancellation policy, and how to cancel, in a form Customer can keep.

4.3 How to cancel. Customer may cancel its subscription at any time (a) online, through the billing or account settings in the Service when that option is available, or (b) by emailing us at support@tijorn.com from an administrator's email address with the subject line "Cancel Subscription." We will not obstruct or delay cancellation. Cancellation takes effect at the end of the then-current billing period, and Customer will not be charged for later periods. Customer will continue to have access to the Service until the end of the billing period for which it has paid.

4.4 Price and term changes. We may change the Fees or other subscription terms for future billing periods by giving Customer at least thirty (30) days' notice by email to Customer's administrator or billing contact. The notice will describe the change and explain how to cancel. If Customer does not cancel before the change takes effect, the new Fees will apply starting with the next billing period after the change takes effect. Fees fixed in an Order for a stated term will not increase during that term.

4.5 Annual reminder. For as long as a subscription remains active, we will send Customer at least once each year a reminder that identifies the subscription, the frequency and amount of the charges, and how to cancel.

4.6 Adding and removing Seats. Customer may add Seats at any time. Added Seats are billed at the then-current per-Seat Fee and, unless the Order says otherwise, may be prorated for the remainder of the current billing period. The Service may prevent Customer from adding Authorized Users beyond the number of Seats purchased. Removing Seats takes effect at the start of the next billing period.

4.7 Trials and pilots. If we provide Customer with a free trial, pilot, or promotional period, we will tell Customer before it begins how long it lasts, what the price will be afterward, and how to cancel before being charged. Unless we have obtained Customer's express agreement to convert the trial to a paid subscription, the trial will simply end. Trial and pilot use is provided "AS IS" without any warranty and, to the extent permitted by law, without any liability on our part.

4.8 Payment. Customer authorizes us and our payment processor (currently expected to be Stripe, Inc.) to charge the payment method Customer provides for all Fees and applicable taxes when due. Customer must keep its payment information current. Where we agree to invoice Customer, invoiced amounts are due within thirty (30) days of the invoice date unless the invoice states otherwise.

4.9 Late payment and suspension. If a payment fails or any amount is overdue, we may notify Customer and, if the amount is not paid within ten (10) days after that notice, suspend access to the Service until all overdue amounts are paid. Overdue amounts may accrue a late charge of the lesser of 1.0% per month or the maximum rate allowed by law. Suspension for nonpayment does not relieve Customer of its obligation to pay.

4.10 Taxes. Fees do not include sales, use, value-added, or similar taxes. Customer is responsible for all such taxes associated with its purchases, other than taxes based on our net income.

4.11 Refunds. Except as required by law or as expressly stated in these Terms or an Order, Fees are non-refundable, and there are no refunds or credits for partial billing periods, unused Seats, or periods during which the Service was not used.

4.12 Billing disputes. If Customer believes a charge is incorrect, Customer must notify us in writing at support@tijorn.com within sixty (60) days after the charge, describing the disputed amount and the reason. We will work in good faith to resolve the dispute promptly.

5. Customer Data

5.1 Ownership. As between Customer and us, Customer owns all right, title, and interest in and to Customer Data. We do not claim ownership of Customer Data.

5.2 License to us. Customer grants us and our service providers a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, display, and modify Customer Data (including by sending Uploaded Documents to AI providers for extraction) only as necessary to provide, secure, support, and maintain the Service for Customer, to prevent or address technical, security, or legal issues, and as otherwise permitted by these Terms or required by law.

5.3 Our role. We process personal information contained in Customer Data on Customer's behalf as Customer's service provider, according to Customer's instructions as reflected in these Terms and Customer's configuration and use of the Service, and as described in our Privacy Policy. We will not sell Customer Data, use it for advertising, or use it for any purpose other than providing and supporting the Service, except as these Terms allow or the law requires. On request, we will discuss entering into a data processing addendum if Customer reasonably needs one to meet its legal obligations.

5.4 Usage Data and de-identified data. We may collect and use Usage Data, and may create aggregated or de-identified data from Customer Data that does not identify Customer, any Authorized User, or any other individual, to operate, maintain, analyze, and improve the Service and for other lawful business purposes. We will not attempt to re-identify such data.

5.5 Customer responsibilities. Customer is solely responsible for the accuracy, quality, legality, and content of Customer Data and for the means by which it is obtained. Customer represents and warrants that it has all rights, permissions, and consents (including from vendors, sub-contractors, and individuals whose information appears in Uploaded Documents) necessary to submit Customer Data to the Service and to allow us to process it as described in these Terms and the Privacy Policy, and that doing so will not violate any law, contract (including any confidentiality obligation owed to a vendor or project owner), or third-party right.

5.6 Prohibited data. Customer must not submit to the Service any of the following unless we have expressly agreed in writing: Social Security numbers, driver's license or government identification numbers, financial account or payment card numbers (other than as printed on ordinary business documents and not needed for the Service), health or medical information, or other sensitive personal information; information subject to special legal protection (such as protected health information under HIPAA or classified information); or information about children.

5.7 Export. During the Subscription Term, Customer's administrators may export certain Customer Data using the export features of the Service (for example, CSV exports) and may download original Uploaded Documents. For thirty (30) days after the end of the Subscription Term, upon Customer's written request, we will make Customer Data available for export in a commonly used format.

5.8 Deletion. After the thirty (30) day export period described in Section 5.7, we may delete Customer Data, and we will delete or de-identify it within a commercially reasonable time as described in our Privacy Policy, except where we are required by law to retain it. Customer Data in backups will be deleted in the ordinary course of backup cycles. Customer's administrators can also delete Customer Data at any time within the Service. Deleted data cannot be recovered.

5.9 Customer's own records. The Service is a tool to help Customer organize information; it is not a substitute for Customer's own accounting system, document-retention program, or official records. Customer is responsible for keeping its own copies of original documents and of any information it needs for accounting, tax, legal, audit, lien, or contractual purposes.

6. AI Features and Output

6.1 How AI Features work. The AI Features send Uploaded Documents and related instructions to third-party AI model providers (as of the Effective Date, a Google Gemini model accessed through the Vercel AI Gateway) to extract information, and they suggest matches between line items and materials. We may change the AI models or providers we use at any time, as described in our Privacy Policy.

6.2 AI Output may be wrong. AI technology is probabilistic and can make mistakes. AI Output may be inaccurate, incomplete, or misleading, even when it is shown with a high confidence score, and even when the Service automatically posts a line without asking for review. For example, the AI Features may misread quantities, prices, sizes, totals, dates, invoice numbers, or PO or MR numbers; may misclassify a material; may miss a line; or may incorrectly mark a delivery as complete, partial, or backordered.

6.3 Customer must verify. CUSTOMER AND ITS AUTHORIZED USERS ARE RESPONSIBLE FOR REVIEWING AI OUTPUT AGAINST THE ORIGINAL DOCUMENTS AND VERIFYING ALL AMOUNTS, QUANTITIES, AND OTHER INFORMATION BEFORE RELYING ON IT, INCLUDING BEFORE APPROVING OR PAYING ANY INVOICE, BILLING ANY CUSTOMER OR OWNER, PREPARING ANY PAY APPLICATION, CHANGE ORDER, OR BID, ORDERING OR RETURNING MATERIALS, OR MAKING ANY OTHER BUSINESS, FINANCIAL, OR LEGAL DECISION. The Service displays the original document beside the extracted information to make this review possible.

6.4 Not professional advice. The Service, including AI Output, totals, reports, and Documentation, does not provide accounting, bookkeeping, tax, legal, engineering, estimating, or other professional advice. Customer should consult qualified professionals for such advice.

6.5 Responsibility for decisions. Customer is solely responsible for all decisions it makes and actions it takes based on AI Output or other information in the Service. As between the parties, and to the extent it contains Customer Data, AI Output generated for Customer is Customer Data.

7. Third-Party Services and Integrations

7.1 Third-Party Services. The Service may allow Customer to connect or use Third-Party Services. For example, Customer may share a Google Drive folder with our service account so that the Service can import material requests from Google Sheets on a read-only basis. Customer's use of any Third-Party Service is governed by Customer's agreement with that third party, not by these Terms.

7.2 Customer's authorization. By connecting or sharing a Third-Party Service with the Service, Customer authorizes us to access and import the information Customer makes available through it, as described in the Documentation and our Privacy Policy. Customer is responsible for deciding which folders, files, and information to share and for removing that sharing when it no longer wants the Service to have access.

7.3 No responsibility for Third-Party Services. We do not control, and are not responsible for, Third-Party Services, including their availability, security, accuracy, changes to their features or interfaces, or their handling of data. If a Third-Party Service changes or stops working with the Service, we may modify or discontinue the related integration without liability.

8. Acceptable Use

Customer and its Authorized Users must not, and must not allow anyone else to:

• use the Service in violation of any law or regulation, or to infringe, misappropriate, or violate any person's intellectual property, privacy, or other rights;
• upload or transmit any material that contains viruses, malware, or other harmful code, or that is unlawful, fraudulent, defamatory, or obscene;
• upload falsified or altered documents, or use the Service to create, conceal, or support any fraudulent invoice, payment, claim, or record;
• attempt to gain unauthorized access to the Service, to another customer's Company Account or data, or to any related system or network, or attempt to bypass or break any security, authentication, rate-limiting, or access-control measure;
• probe, scan, or test the vulnerability of the Service without our prior written permission;
• interfere with or disrupt the integrity or performance of the Service, or impose an unreasonable load on it, including through automated scripts, bots, or scraping;
• copy, modify, translate, or create derivative works of the Service, or reverse engineer, decompile, or disassemble it, or otherwise attempt to discover its source code, models, or underlying ideas, except to the extent the law expressly permits despite this restriction;
• sell, resell, rent, lease, sublicense, or provide the Service to any third party, or use it as a service bureau, except for Customer's own internal business purposes;
• access the Service to build a competing product or service, or to copy its features, design, or content;
• share login credentials, or allow more Authorized Users than the number of Seats purchased;
• use the AI Features to generate content that violates the usage policies of our AI providers; or
• remove or obscure any proprietary notice in the Service.

We may investigate and take appropriate action, including suspending access under Section 12, for any actual or suspected violation of this Section 8.

9. Intellectual Property; License

9.1 Our ownership. The Service, including its software, design, user interface, text, graphics, logos, Documentation, and all improvements and modifications to it, and all intellectual property rights in it, are owned by us or our licensors and are protected by copyright, trademark, and other laws. Except for the limited rights expressly granted in these Terms, we reserve all rights. See our Legal Notices for more information.

9.2 License to Customer. Subject to these Terms and payment of all Fees, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term for its Authorized Users to access and use the Service for Customer's internal business purposes, in accordance with the Documentation and the number of Seats purchased.

9.3 Feedback. If Customer or any Authorized User gives us suggestions, ideas, or other feedback about the Service ("Feedback"), we may use and incorporate the Feedback without restriction or obligation, provided we do not identify Customer as its source without permission. Feedback does not include Customer Data.

9.4 Trademarks. "Material Invoice Tracker" and our logos are our trademarks. Customer may not use our trademarks without our prior written permission, except to refer accurately to the Service.

9.5 Customer name. With Customer's prior consent (which may be given by email), we may identify Customer as a customer of the Service, including by using Customer's name and logo on our website and in marketing materials. Customer may withdraw this consent at any time for future uses.

10. Confidentiality

10.1 Definition. "Confidential Information" means non-public information that one party (the "Discloser") discloses to the other party (the "Recipient") in connection with these Terms that is marked as confidential or that a reasonable person would understand to be confidential, given its nature and the circumstances of disclosure. Customer Data is Customer's Confidential Information. Non-public features, pricing offered specifically to Customer, and security information about the Service are our Confidential Information.

10.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Recipient; (b) was known to the Recipient without restriction before receipt from the Discloser; (c) is received from a third party without a duty of confidentiality; or (d) is independently developed by the Recipient without use of the Discloser's Confidential Information.

10.3 Obligations. The Recipient will (a) use the Discloser's Confidential Information only to exercise its rights and perform its obligations under these Terms; (b) not disclose it except to its and its affiliates' employees, contractors, service providers, and advisers who need to know it for those purposes and who are bound by confidentiality obligations at least as protective as these; and (c) protect it using at least the same degree of care it uses to protect its own similar information, and no less than reasonable care.

10.4 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law or legal process, provided that, where legally permitted, it gives the Discloser reasonable advance notice and cooperates with any effort by the Discloser to seek a protective order or other remedy.

11. Security, Availability, and Changes to the Service

11.1 Security. We will use reasonable administrative, technical, and physical safeguards designed to protect Customer Data, as described in our Privacy Policy. If we become aware of a breach of security that results in unauthorized access to Customer Data, we will notify Customer without unreasonable delay and provide information reasonably available to us to help Customer meet any obligations it may have. No security measures are perfect, and we do not guarantee that Customer Data will never be accessed, disclosed, altered, or lost.

11.2 Availability. We will use commercially reasonable efforts to make the Service available, but we do not guarantee any particular level of uptime and we do not offer a service-level agreement unless one is included in an Order. The Service may be unavailable from time to time due to maintenance, updates, failures of our service providers or Third-Party Services, internet or mobile-network problems, or other causes. Uploaded Documents may take time to process, and processing may fail and need to be repeated.

11.3 Changes to the Service. We may update, modify, add, or remove features of the Service from time to time. If we remove a feature that is material to Customer's use of the Service, we will give Customer reasonable advance notice where practical, and, if Customer is materially and adversely affected, Customer may cancel its subscription and receive a prorated refund of any prepaid Fees for the remaining portion of the then-current billing period.

11.4 Beta features. We may offer features identified as beta, preview, pilot, or experimental ("Beta Features"). Beta Features are optional, may be changed or discontinued at any time, and are provided "AS IS" without any warranty or support obligation.

11.5 Support. We will provide reasonable email support at support@tijorn.com during our normal business hours. Customer's Authorized Users should first use the in-app Help and contact Customer's own administrators.

12. Term, Suspension, and Termination

12.1 Term. These Terms remain in effect for as long as Customer has a Company Account or uses the Service.

12.2 Termination by Customer. Customer may terminate its subscription at any time by canceling as described in Section 4.3.

12.3 Termination for cause. Either party may terminate these Terms by written notice if the other party materially breaches them and does not cure the breach within thirty (30) days after receiving written notice describing it. If Customer terminates for our uncured material breach, we will refund any prepaid Fees for the remaining portion of the then-current billing period.

12.4 Termination by us for convenience. We may terminate a subscription for any reason by giving Customer at least thirty (30) days' notice. If we do so, we will refund any prepaid Fees for the period after termination.

12.5 Suspension. We may suspend Customer's or any Authorized User's access to all or part of the Service immediately, with notice where practical, if we reasonably believe that (a) there is a threat to the security, integrity, or availability of the Service or to other customers; (b) the Service is being used in violation of Section 8 or in a way that may cause us or others legal liability; (c) suspension is required by law; or (d) payment is overdue as described in Section 4.9. We will limit the suspension to what is reasonably necessary and restore access promptly once the reason for it has been resolved.

12.6 Effect of termination. When a subscription ends for any reason: (a) Customer's right to access and use the Service ends; (b) Customer must pay all Fees owed through the effective date of termination; (c) Sections 5.7 and 5.8 apply to Customer Data; and (d) each party will return or destroy the other party's Confidential Information on request, except as needed to comply with law or as retained in routine backups.

12.7 Survival. Sections 2, 4 (as to amounts owed), 5, 6.4, 6.5, 9.1, 9.3, 10, 12.6, 12.7, and 13 through 19, and any other provisions that by their nature should survive, will survive termination or expiration of these Terms.

13. Warranties and Disclaimers

13.1 Mutual warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms.

13.2 Our limited warranty. We warrant that, during the Subscription Term, the Service will perform materially as described in the Documentation. Customer's exclusive remedy, and our sole obligation, for a breach of this warranty is that we will use commercially reasonable efforts to correct the non-conformity, and, if we cannot do so within thirty (30) days after receiving Customer's written notice describing it, either party may terminate the affected subscription and we will refund any prepaid Fees for the remaining portion of the then-current billing period. This warranty does not apply to AI Output, Beta Features, free trials, Third-Party Services, or problems caused by Customer Data, misuse, or modifications not made by us.

13.3 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13.2, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, AI OUTPUT, DOCUMENTATION, AND ALL RELATED CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WE AND OUR LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT AI OUTPUT, TOTALS, MATCHES, OR DELIVERY STATUSES WILL BE ACCURATE OR COMPLETE; THAT DEFECTS WILL BE CORRECTED; OR THAT CUSTOMER DATA WILL NOT BE LOST. Our Disclaimer describes these limitations in more detail.

14. Limitation of Liability

14.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROVIDED IN SECTION 14.3, IN NO EVENT WILL EITHER PARTY, OR OUR LICENSORS OR SERVICE PROVIDERS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; ANY OVERPAYMENT OR UNDERPAYMENT OF ANY INVOICE; ANY PROJECT DELAY, LIQUIDATED DAMAGES, OR LOST BID; ANY LOSS OF LIEN, BOND, OR PAYMENT RIGHTS; OR ANY LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA, IN EACH CASE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR STATUTE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROVIDED IN SECTION 14.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID AND PAYABLE BY CUSTOMER TO US FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). This limit is aggregate, not per incident, and multiple claims will not enlarge it.

14.3 Exceptions. The exclusions and limits in Sections 14.1 and 14.2 do not apply to (a) Customer's obligation to pay Fees; (b) Customer's obligations under Section 15; (c) Customer's breach of Section 8 or infringement or misappropriation of our intellectual property rights; or (d) liability that cannot be limited or excluded under applicable law. Nothing in these Terms, the Disclaimer, or any other document limits or excludes either party's liability for its own fraud, willful injury to the person or property of another, gross negligence, willful misconduct, or violation of law, to the extent such liability cannot be limited or excluded under California Civil Code section 1668 or other applicable law.

14.4 Basis of the bargain. The parties agree that the disclaimers in Section 13 and the limitations in this Section 14 are an essential basis of the bargain between them, reflect a reasonable allocation of risk, and are reflected in the Fees, and that they apply even if any limited remedy fails of its essential purpose.

15. Indemnification

15.1 By Customer. Customer will defend, indemnify, and hold harmless us and our members, managers, officers, employees, contractors, and agents from and against any third-party claim, demand, suit, or proceeding, and all resulting losses, damages, liabilities, settlements, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to (a) Customer Data, including any claim that Customer Data or its submission to or processing through the Service infringes or violates any third party's rights or any law or contract; (b) Customer's or any Authorized User's use of the Service in violation of these Terms or applicable law; (c) any decision or action Customer takes based on AI Output or other information in the Service; or (d) any dispute between Customer and its employees, Authorized Users, vendors, sub-contractors, customers, or project owners.

15.2 Procedure. We will (a) give Customer prompt written notice of the claim (although a delay in notice relieves Customer of its obligations only to the extent the delay materially prejudices Customer); (b) give Customer control of the defense and settlement of the claim, except that Customer may not settle any claim in a way that imposes any obligation or admission on us without our prior written consent; and (c) provide reasonable cooperation at Customer's expense. We may participate in the defense with our own counsel at our own expense.

16. Governing Law, Venue, and Dispute Resolution

16.1 Governing law. These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Informal resolution first. Before filing any lawsuit, a party must first send the other party a written notice describing the dispute and the relief sought (for us, to support@tijorn.com and [BUSINESS ADDRESS]; for Customer, to the email address of Customer's administrator or billing contact on file). The parties will try in good faith to resolve the dispute informally for at least thirty (30) days after the notice is received. This Section does not prevent either party from seeking urgent injunctive relief.

16.3 Venue. Any lawsuit arising out of or relating to these Terms or the Service must be brought exclusively in the state courts located in San Diego County, California, or in the United States District Court for the Southern District of California, and each party consents to the personal jurisdiction of, and venue in, those courts and waives any objection based on inconvenient forum.

16.4 Injunctive relief. A breach of Section 8, 9, or 10 may cause irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, the non-breaching party may seek injunctive or other equitable relief in any court of competent jurisdiction, in addition to any other remedies, without the need to post a bond to the extent permitted by law.

16.5 Time limit for claims. To the extent permitted by law, any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the party bringing the claim knew or reasonably should have known of the facts giving rise to it, or the claim is permanently barred. This Section does not apply to claims for unpaid Fees.

16.6 Attorneys' fees. In any lawsuit to enforce these Terms, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs.

17. Copyright Complaints

We respect intellectual property rights. If you believe that material in the Service infringes your copyright, please follow the notice procedure in our Legal Notices. We may remove or disable access to allegedly infringing material and may terminate the accounts of repeat infringers in appropriate circumstances.

18. Changes to These Terms

We may modify these Terms from time to time. When we do, we will post the updated Terms on this page and update the "Last Updated" date. If a change is material, we will give Customer at least thirty (30) days' advance notice by email to Customer's administrator or by a notice in the Service, unless the change is required by law or relates to a new feature, in which case it may take effect sooner. Changes will not apply retroactively and, unless the law requires otherwise, will not change Fees fixed in an Order during its stated term. If Customer does not agree to a change, Customer may cancel its subscription before the change takes effect; continued use of the Service after the effective date of the change means Customer accepts the updated Terms.

19. General Provisions

19.1 Entire agreement. These Terms, together with the documents incorporated by reference in Section 1.4, are the entire agreement between the parties about their subject matter and supersede all prior and contemporaneous agreements, proposals, and representations, written or oral, about that subject matter. Terms in any purchase order or other Customer document are rejected and have no effect, even if we accept or sign that document.

19.2 Assignment. Customer may not assign or transfer these Terms or any rights under them, by operation of law or otherwise, without our prior written consent. We may assign these Terms without consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets or of the business to which these Terms relate. Any attempted assignment in violation of this Section is void. These Terms bind and benefit the parties and their permitted successors and assigns.

19.3 Notices. We may give notices to Customer by email to the administrator or billing contact on file, by a notice in the Service, or by mail to Customer's address on file. Customer must give legal notices to us by email to support@tijorn.com with a copy by mail to [BUSINESS ADDRESS]. Notices are effective when received, except that email notices are effective one (1) business day after they are sent unless the sender receives a delivery-failure message.

19.4 Electronic communications. Customer consents to receive communications from us electronically and agrees that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that they be in writing.

19.5 Force majeure. Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, such as natural disasters, fire, flood, earthquake, epidemic, war, terrorism, civil unrest, labor disputes, government action, utility or internet failures, or failures of third-party hosting, cloud, AI, or communications providers.

19.6 Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship.

19.7 No third-party beneficiaries. There are no third-party beneficiaries of these Terms, except for the persons entitled to indemnification under Section 15.

19.8 Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted and modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full effect.

19.9 Waiver. A failure or delay in exercising any right under these Terms is not a waiver of that right. A waiver is effective only if it is in writing and signed by the waiving party.

19.10 Export and sanctions. Customer will comply with all applicable U.S. export-control and economic-sanctions laws and will not use the Service in, or allow access by persons located in, any country or region subject to comprehensive U.S. sanctions, or by any person on a U.S. government restricted-party list.

19.11 Interpretation. Headings are for convenience only. The words "including" and "for example" mean "including without limitation." These Terms will not be construed against either party as the drafter. These Terms are written in English, and any translation is for convenience only.

19.12 Counterparts and electronic signatures. An Order may be signed electronically and in counterparts, each of which is an original and all of which together are one agreement.

20. Contact Us

If you have any questions about these Terms, please contact us at:

Tijorn LLC
[BUSINESS ADDRESS]
Email: support@tijorn.com